Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
February 13 2024 - 3:41PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 15)*
Fortinet,
Inc.
(Name
of Issuer)
Common
Stock, par value $0.001 per shares
(Title
of Class of Securities)
34959E109
(CUSIP
Number)
December
31, 2023
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
| * | The
remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 34959E109 |
13G |
Page
2 of 5 Pages |
1 |
NAMES
OF REPORTING PERSONS/I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Ken
Xie |
2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐
(b) ☐
|
3 |
SEC
USE ONLY
|
4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
SOLE VOTING POWER
66,379,672(1) |
6 |
SHARED VOTING POWER
12,284,656(2) |
7 |
SOLE DISPOSITIVE POWER
66,379,672(1) |
8 |
SHARED DISPOSITIVE POWER
12,284,656(2) |
9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,664,328(3) |
10 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
☐
|
11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.3%(4) |
12 |
TYPE
OF REPORTING PERSON
IN |
| (1) | Includes (i) 48,420,692 shares
of Common Stock held by the Reporting Person; (ii) 7,500,000 shares of Common Stock held by a grantor retained annuity trust for which
the Reporting Person is the settlor and trustee; (iii) 7,500,000 shares of Common Stock held by a grantor retained annuity trust for which
the Reporting Person is the trustee, (iv) 2,903,745 shares subject to options that are exercisable within 60 days of December 31, 2023,
all of which are vested; and (v) 55,235 shares issuable upon the settlement of restricted stock units (“RSUs”)
that will vest within 60 days of December 31, 2023. |
| (2) | Includes 12,284,656 shares of Common Stock held by The Xie Foundation (the “Foundation”),
a non-profit entity for which the Reporting Person serves as co-president and a director. The Reporting Person has no pecuniary interest
in and disclaims beneficial ownership of the shares of Common Stock held by the Foundation. |
| (3) | Includes (i) 48,420,692 shares of Common Stock held by the Reporting Person; (ii) 7,500,000
shares of Common Stock held by a grantor retained annuity trust for which the Reporting Person is the settlor and trustee, (iii) 7,500,000
shares of Common Stock held by a grantor retained annuity trust for which the Reporting Person serves as trustee, (iv) 12,284,656 shares
of Common Stock held by the Foundation; (v) 2,903,745 shares subject to options that are exercisable within 60 days of December 31,
2023, all of which are vested; and (vi) 55,235 shares issuable upon the settlement of RSUs that will vest within 60 days of December 31,
2023. The Reporting Person has no pecuniary interest in and disclaims beneficial ownership of the shares of Common Stock held by the Foundation. |
| (4) | Based on 761,015,835 shares of the Issuer’s Common Stock outstanding
as of December 31, 2023. |
CUSIP
No. 34959E109 |
13G |
Page
3 of 5 Pages |
Fortinet, Inc.
| Item
1(b) | Address
of Issuer’s Principal Executive Offices: |
909
Kifer Road
Sunnyvale, CA 94086
| Item
2(a) | Name
of Person Filing: |
Ken
Xie
| Item
2(b) | Address
of Principal Business Office or, If None, Residence |
c/o
Fortinet, Inc.
909 Kifer Road
Sunnyvale, CA 94086
United States
| Item
2(d) | Title
of Class of Securities: |
Common
Stock, $0.001 par value per share
34959E109
| (a) | Amount
Beneficially Owned: |
78,664,328(3)
10.3%(4)
| (c) | Number
of shares as to which the person has: |
| (i) | Sole
power to vote or direct the vote: |
66,379,672(1)
| (ii) | Shared
power to vote or direct the vote: |
12,284,656(2)
| (iii) | Sole
power to dispose or to direct the disposition of: |
66,379,672(1)
| (iv) | Shared
power to dispose or to direct the disposition of: |
12,284,656(2)
CUSIP
No. 34959E109 |
13G |
Page
4 of 5 Pages |
| (1) | Includes (i) 48,420,692 shares
of Common Stock held by the Reporting Person; (ii) 7,500,000 shares of Common Stock held by a grantor retained annuity trust for which
the Reporting Person is the settlor and trustee; (iii) 7,500,000 shares of Common Stock held by a grantor retained annuity trust for which
the Reporting Person is the trustee, (iv) 2,903,745 shares subject to options that are exercisable within 60 days of December 31, 2023,
all of which are vested; and (v) 55,235 shares issuable upon the settlement of restricted stock units (“RSUs”)
that will vest within 60 days of December 31, 2023. |
| (2) | Includes 12,284,656 shares of Common Stock held by
The Xie Foundation (the “Foundation”), a non-profit entity for which the Reporting Person serves as co-president
and a director. The Reporting Person has no pecuniary interest in and disclaims beneficial ownership of the shares of Common Stock held
by the Foundation. |
| (3) | Includes (i) 48,420,692 shares of Common Stock held by the Reporting Person; (ii) 7,500,000
shares of Common Stock held by a grantor retained annuity trust for which the Reporting Person is the settlor and trustee, (iii) 7,500,000
shares of Common Stock held by a grantor retained annuity trust for which the Reporting Person serves as trustee, (iv) 12,284,656 shares
of Common Stock held by the Foundation; (v) 2,903,745 shares subject to options that are exercisable within 60 days of December 31,
2023, all of which are vested; and (vi) 55,235 shares issuable upon the settlement of RSUs that will vest within 60 days of December 31,
2023. The Reporting Person has no pecuniary interest in and disclaims beneficial ownership of the shares of Common Stock held by the Foundation. |
| (4) | Based on 761,015,835 shares of the Issuer’s Common Stock outstanding
as of December 31, 2023. |
| Item
5. | Ownership
of Five Percent or Less of a Class |
Not
applicable.
| Item
6. | Ownership
of More Than Five Percent on Behalf of Another Person
Not applicable. |
| Item
7. | Identification
and Classification of Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control
Person |
Not
applicable.
| Item
8. | Identification
and Classification of Members of the Group |
Not
applicable.
| Item
9. | Notice
of Dissolution of Group |
Not
applicable.
Not
applicable.
CUSIP
No. 34959E109 |
13G |
Page
5 of 5 Pages |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated: February 13, 2024 |
|
|
|
|
|
|
By: |
/s/ Ken Xie |
|
Name: |
Ken Xie |
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